Final results for the year ended 31 December 2025
Summary by AI BETAClose X
Majestic Corporation Plc
(the "Company" or "Majestic")
Final results for the year ended 31 December 2025
Majestic Corporation Plc ("AQSE:MCJ"), a sustainable circular economy solutions provider specialising in recycling precious and non-ferrous metals, is pleased to announce final audited results for the period ending 31 December 2025.
Peter Lai, Chairman, CEO and Founder of Majestic Corporation, commented:
"Fiscal 2025 was a defining year for Majestic. The strategic decisions we have taken over the past two years have strengthened our business, improved our operational platform and positioned the Group for its next phase of growth. Despite a challenging market environment, we delivered a resilient performance while continuing to invest in our future.
The momentum we are seeing across the business, combined with the commissioning of our Wrexham facility and a strong commercial pipeline, gives the Board increasing confidence in the year ahead. Based on our current outlook, we expect FY2026 profit before tax to significantly increase compared with FY2025, subject to prevailing market conditions.
We remain focused on disciplined execution, strengthening our market position and delivering long-term value for our shareholders, customers, employees and wider stakeholders."
Financial Highlights:
· Revenue: US$38.2m (FY2024: US$49.3m)
· Profit before tax: US$1.35m (FY2024: US$1.01m)
· Net assets: US$10.1m (as at 31 December 2024: US$8.5m)
· Cash in bank and on hand: US$1.4m (as at 31 December 2024: US$1.5m)
Operational Highlights:
· Announced a landmark 50,000 sq. ft. processing facility in Wrexham, Wales, establishing the operational blueprint for large-scale material upgrading infrastructure capable of processing approximately 15,000 tonnes of recycling material annually at full capacity.
· Successfully integrated Telecycle Europe Limited into the Group with the facility achieving maximum functional capacity during the year.
· Expanded and diversified our downstream customer base, while renewing and maintaining major exclusive refinery agreements.
· Entered the final stages of launching a proprietary catalytic converter application platform, enabling real-time market valuations and more informed sourcing and purchasing decisions across the supply chain.
· Accumulated strategic inventory across base and precious metals against a favourable pricing environment, driven by accelerating demand from electrification, EV adoption, renewable energy infrastructure and AI data-centre buildouts.
· Delivered improved net income of $1.8m, up from $1.1m in FY2024, reflecting continued margin discipline, cost control and inventory management.
For further information, please visit www.majestic-corp.com, or contact:
|
Majestic Corporation Plc Peter Lai (Founder, Chairman and CEO) Joe Lee (CFO) |
E: peter@majestic-corp.com
E: joe@majestic-corp.com |
|
Guild Financial Advisory Limited - Corporate Adviser Ross Andrews Evangeline Klaassen |
T: +44 (0)7973 839767 E: ross.andrews@guildfin.co.uk
T: +44 (0)7972 841276 E: evangeline.klaassen@guildfin.co.uk |
|
Redchurch Communications - Financial PR & IR John Casey / Nicky Bagheri |
T: +44 (0) 207 870 3974 E: mcj@weareredchurch.com |
About Majestic Corporation PLC
Majestic Corporation plc is an emerging leader in sustainable circular economy solutions, specialising in recycling and recovering precious and base metals from everyday materials such as electronics, catalytic converters, and solar and battery materials. The company serves some of the world's largest brands, including Original Equipment Manufacturers (OEMs), blue-chip multinational corporations, financial and leasing businesses, and state and federal governments.
Through its subsidiaries and affiliate companies in strategically located regions, including Europe, North America, and Asia (ex. China), Majestic procures, processes, and ships e-waste to smelter and refinery partners who extract precious and base metals for re-entry into global supply chains.
Majestic and its network's areas of focus include catalytic converters, printed circuit boards, solar panels, battery materials, precious metals recovery, and non-ferrous metals.
As Majestic continues to expand its footprint as a circular economy solutions provider, it remains committed to making a positive environmental impact, adhering to ESG values, and driving its business model through immediate and short-cycle cash flow, which strengthens the Company's performance and sustainability.
Statement from Chairman and Chief Executive Officer
Majestic's vision is to pioneer sustainable resource recovery, reduce reliance on environmentally harmful mining and drive innovation across critical industries.
Dear Shareholders,
Fiscal 2025 was a year of turbulence across global markets. Headlines the market has become all too familiar with aggressive tariffs, high interest rates, commodities price swings, ongoing geopolitical tensions and new global conflicts. Against this backdrop, our industry was also forced to adapt to unprecedented volatility and operational pressure. From pricing fluctuations to regulatory and logistical compliance to wider industry consolidation, this year was yet another reminder that only disciplined and resilient operators endure.
In spite of this, Majestic and our team remain strong and steady. That is a testament to our unwavering commitment to building a leading recycling business while doing right by our suppliers, customers and wider community.
Throughout the year, we focused on expanding capacity, strengthening our networks, establishing new relationships and continuing to deepen our strengths across proprietary data, technology and operational execution. We remained agile where appropriate, yet disciplined where it mattered most - particularly in maintaining a strong balance sheet, protecting inventory quality and positioning the business to move aggressively when opportunities arise.
Key Financial Highlights
• Revenue: US$38.2m (FY2024: US$49.3m)
• Profit before tax: US$1.35m (FY2024: US$1,01m)
• Net assets: US$10.1m (as at 31 December 2024: US$8.5m)
• Cash in bank and on hand: US$1.4m (as at 31 December 2024: US$1.5m)
The first six months of fiscal year 2025 presented significant operational challenges, particularly across the UK and Europe as new rules, licensing requirements and compliance standards were introduced across the industry. These developments created delays across exports, logistics and broader supply chain activity.
The second half of the year saw the benefits of the strategic and operational adjustments we implemented across the business. A sharpened focus on margin discipline, operational efficiency, inventory management and cost control led to significantly improved performance.
While FY2025 revenue moderated to just below $40 million following the prior year's aggressive growth period, our focus has always remained on sustainable growth rather than growth at any cost. FY2024 saw revenue increase 66.7% to $49.5 million. Despite lower revenue this year, net income improved to $1.35 million from $1.01 million a year ago, reflecting the quality and resilience of the business we continue to build.
These results were also supported by a highly favourable macro environment for strategic and precious metals.
Demand for copper and other critical materials continues to accelerate, driven by electrification, renewable energy infrastructure, EV adoption, grid expansion and increasingly, AI and data-centre buildouts. At the same time, mining supply and refining capacity remain constrained globally, positioning strategic metals as increasingly important assets for governments and industries alike.
Against this backdrop, Majestic benefited from strong pricing across both base and precious metals. During the year, we accumulated inventory on our balance sheet, positioning the business to benefit from market strength while maintaining the ability to unwind quickly thanks to the quality of our material and the strength of our customer relationships.
Network
Delivering what we have achieved takes more than great people, it requires great partners.
Throughout FY2025, we continued deepening our relationships with suppliers and further securing quality feedstock across the UK and Europe. Our focus on reliable commercial terms, operational consistency and compliance has continued to strengthen Majestic's market position and reputation across the industry.
At the same time, we expanded and diversified our downstream customer base, strengthening our geographic reach.
Our disciplined focus on compliance, material quality and operational consistency, together with refinery partnerships built over decades in the industry has also allowed us to continue building, renewing and maintaining major exclusive refinery agreements.
As part of our broader efforts to improve transparency and engagement across the industry, we are now in the final stages of launching our catalytic converter application platform. The platform enables suppliers and buyers to identify catalytic converters and estimate real-time market values, supporting more informed sourcing and purchasing decisions across the market.
TeleCycle, Deeside and Wrexham
In September 2024, we announced the acquisition of TeleCycle Europe Limited in Deeside, Wales. This was a strategic acquisition designed to strengthen our supply chain, secure additional recyclable material streams and further establish Majestic within the UK and European recycling markets.
With TeleCycle now integrated into the enlarged Group, the 4,000 sq. ft. Deeside facility achieved maximum functional capacity during the year.
Importantly, the acquisition delivered benefits beyond revenue growth alone. It strengthened our supply chain resilience, increased access to strategic recyclable materials and reinforced our broader long-term growth strategy within the European market. I would also like to acknowledge the TeleCycle team for their contribution and seamless integration into the Group.
FY2025 also marked a major milestone for Majestic with the announcement of our new 50,000 sq. ft. facility in Wrexham, Wales.
Historically, Majestic built its foundation through sourcing, aggregation, sorting and feedstock preparation across fragmented material streams. This period gave us the opportunity to build significant proprietary data and operational intelligence across suppliers, pricing, material composition, recovery rates and refinery outputs.
Today, that accumulated knowledge represents a significant operational advantage in sourcing, inventory management, material valuation and downstream recovery optimisation.
Wrexham represents the next stage of Majestic's evolution.
The facility expands Majestic's capabilities beyond sourcing and preparation into larger-scale processing and material upgrading infrastructure. The proprietary equipment implemented at the site has required significant planning, investment and operational coordination across our teams and partners globally.
This capability allows Majestic to produce cleaner, more concentrated and higher-grade refinery-ready feedstock for downstream customers, increasing both recovery efficiency and the overall value of the material itself.
Importantly, Wrexham is not simply a single-site expansion. It establishes the operational blueprint for how Majestic can scale future processing infrastructure over time.
Pre-commissioning of the first stage has already commenced alongside planning, permits and power upgrades. Commissioning commenced in March 2026, followed by machinery installation through to June 2026.
At full capacity, Wrexham will represent an important step toward Majestic's long-term target of processing 100,000 tonnes annually by 2030.
To my fellow directors, thank you for your guidance, perspective and continued support throughout the year. Our alignment and shared vision continue to strengthen the business as we move forward together.
To our investors, thank you for your continued confidence and support. Your backing has helped bring the business to this important stage of growth. We remain focused on building long-term value while continuing to strengthen a resilient, disciplined and operationally focused business positioned for long-term growth.
Peter Lai
Chairman, CEO and Founder
Group Strategic Report
Overview
Majestic Corporation Plc is an Aquis and OTCQB listed critical materials recovery company focused on the sourcing, processing and supply of recycled metals to global refining and industrial supply chains.
We operate at the intersection of recycling, resource security and industrial infrastructure, recovering valuable materials from end-of-life products and industrial waste streams including catalytic converters, printed circuit boards, battery materials, solar panels and other metal-bearing products.
Our role within the value chain is to source, aggregate, prepare and increasingly process these materials into higher-value refinery-ready feedstock. By doing so, we help return valuable resources back into productive use while supporting the growing demand for critical materials required for electrification, renewable energy, AI infrastructure, advanced manufacturing and modern industry.
Market Opportunity
The world is entering a period of increasing demand for critical materials.
Copper, nickel, cobalt, lithium and precious metals are essential components of the global transition towards electrification, renewable energy, battery storage, data centres and advanced technology infrastructure.
At the same time, mining supply remains constrained, refining capacity is limited and the time required to bring new mining projects into production continues to increase.
This imbalance between supply and demand is creating growing opportunities for recycled materials to play an increasingly important role within global supply chains.
As governments and industries place greater emphasis on resource security, domestic supply chains and sustainability, Majestic is positioned to benefit from increasing demand for high-quality recycled materials and refinery-ready feedstock.
Key Performance Indicators
Financial key performance indicators ("KPIs")
Our KPIs are Revenue, Gross Profit, Net Asset Value, and available cash, which enables future investment opportunities.
Non-financial Performance
While the Company has a relatively short trading history, we recognise the importance of monitoring non-financial indicators that reflect the broader health, sustainability, and culture of the business. Internally, we assess non-financial performance against key focus areas that align with our long-term strategic goals.
These include:
• Environment, Health & Safety
Commitment to safe, compliant, and environmentally responsible operations.
• Organisational Simplification
Streamlining internal structures to enhance agility and efficiency.
• Margin Optimisation
Continuous improvement initiatives that support operational resilience and resource efficiency.
• Culture, Leadership, Diversity and People
Building an inclusive and high-performing workplace through strong leadership, capability development, and cultural alignment.
Non-financial performance accounts for approximately 20% of overall individual performance goals, reflecting its integral role in our strategy execution
Outlook and Strategic Focus
The Board remains confident in the Group's long-term prospects.
Demand for critical materials continues to accelerate, driven by electrification, renewable energy, battery production, AI infrastructure and data-centre growth. At the same time, constraints across mining supply and refining capacity are increasing the importance of recycled materials within global supply chains.
Against this backdrop, Majestic remains focused on expanding processing capability, strengthening supplier and refinery relationships and building the infrastructure required to support the next generation of critical material recovery.
The Board believes the Group is well positioned to capitalise on these long-term trends while continuing to create sustainable value for shareholders.
Our strategic priorities will remain focused on the following key areas:
Expand Processing & Value Recovery
Successfully commissioning and ramping up operations at the Wrexham facility while continuing to expand the Group's processing, concentration, and material upgrading capabilities. These investments are expected to increase value recovery, improve margins, and enable Majestic to capture a greater share of the recycling value chain.
Secure Long-Term Supply Partnerships
Continue expanding feedstock volumes through the development of new supplier relationships and the strengthening of existing partnerships across municipalities, corporations, recyclers, and industrial suppliers. Reliable access to quality material remains fundamental to supporting long-term growth.
Strengthen Strategic Customer & Refining Relationships
Further deepen relationships with global smelters, refiners, and downstream customers to secure long-term demand, optimise material flows, and reinforce Majestic's position as a trusted partner within the global circular economy.
Advance Technology & Operational Excellence
Invest in technology, supplier engagement tools, and operational improvements that enhance sourcing capabilities, increase equipment efficiency, improve inventory management, and support scalable growth across the Group.
Deliver Scalable Growth
Progress towards the Group's long-term objective of processing 100,000 tonnes annually by 2030 through a combination of organic growth, strategic investment, operational expansion, and market development initiatives.
Capitalise on Structural Industry Tailwinds
Position the Group to benefit from increasing global demand for recycled critical materials driven by electrification, renewable energy deployment, artificial intelligence infrastructure, data centre expansion, and growing sustainability requirements across industrial supply chains.
Maintain Financial Discipline & Cash Generation
Maintain a strong balance sheet, prioritise cash generation, and preserve financial flexibility to support future growth opportunities while ensuring resilience through changing market conditions.
In addition to these overarching risks, the Group faces specific industry-related challenges:
Principal Risks and Uncertainties
While the Group remains confident in its long-term strategy and growth prospects, Majestic operates within a dynamic global environment that presents a range of risks and uncertainties. The Board continually monitors these factors and seeks to mitigate their potential impact on the business.
Commodity Price Volatility
The markets for recycled and primary metals remain subject to fluctuations driven by global economic conditions, industrial demand, supply constraints, and geopolitical developments. Significant movements in commodity prices may affect purchasing decisions, inventory values, margins, and profitability.
Regulatory and Permitting Changes
The recycling industry operates within a complex and evolving regulatory framework. Changes to environmental regulations, permitting requirements, export controls, health and safety standards, or compliance obligations may increase operating costs, delay projects, or restrict certain business activities.
Geopolitical Uncertainty and Tariffs
Geopolitical tensions, trade disputes, sanctions, tariffs, and changing international trade policies may disrupt supply chains, alter material flows, impact customer demand, and create uncertainty across key markets in which the Group operates.
Supply Chain Disruptions
The Group relies on the efficient movement of materials through a global network of suppliers, processors, logistics providers, and customers. Transportation disruptions, labour shortages, infrastructure constraints, or broader supply chain challenges may impact the timely procurement and delivery of materials.
Customer Concentration
The Group maintains relationships with a number of key customers and processing partners. Changes in customer demand, commercial arrangements, or the loss of a significant customer relationship could adversely affect revenues and operational performance.
Working Capital Requirements
As the Group continues to grow, particularly through increased processing volumes and expansion initiatives, working capital requirements may increase. Effective management of inventory, receivables, payables, and liquidity remains essential to supporting ongoing operations and future growth.
Operational Execution Risks Associated with Expansion Projects
The successful delivery, commissioning, and ramp-up of expansion projects, including the Wrexham facility, are important components of the Group's growth strategy. Delays, cost overruns, lower-than-expected throughput, permitting challenges, or operational disruptions may impact the timing and financial returns associated with these investments.
Section 172 Statement
Under section 172(1) of the Companies Act 2006 ("Section 172"), the Directors must act in the way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole and in doing so have regard (amongst other matters) to:
• The likely consequences of any decisions in the long term
• The interests of the Company's employees
• The need to foster the Company's business relationships with suppliers, customers, and others
• The impact of the Company's operations on the community and environment
• The desirability of the Company maintaining a reputation for high standards of business conduct
• The need to act fairly between members of the Company
This statement is intended by the Board of Directors to set out how they have approached and met their responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the year ending 31 December 2025. Stakeholders of the Company include employees, shareholders, customers, suppliers, creditors of the business, and the community in which it operates.
Our Shareholders
The Company has been well-supported by its shareholders and the Directors endeavour to keep shareholders updated on regulatory matters, and are committed to providing transparent information to them, both through the annual report and ad-hoc communications.
Our Suppliers and Customers
The Company strives to maintain strong relationships with its suppliers and customers, which will promote long-term growth. These relationships are maintained through regular contact and relationship management.
Our Employees
The Company believes that good staff morale engenders increased efficiency and loyalty, and hence promotes staff welfare and well-being. Staff needs are constantly and periodically monitored and improved on an ongoing basis.
Our Executives
The executives, both collectively and individually, consider that they have acted in good faith to promote the success of the Group for the benefit of its stakeholders as a whole in the decisions taken during the period. In particular:
• To ensure that the Board takes account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, risks, and opportunities, supported by market indicators
• The Company's performance and progress is reviewed regularly at Board meetings
• The Directors take environmental matters into deep consideration as part of their decision-making process and strive to be a responsible member of the wider community, minimising the Company's impact on the environment wherever possible.
The Directors' intentions are to behave responsibly towards all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the Company.
Engaging and Communicating with Shareholders
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Executives of the Company are available for meetings with institutional shareholders and analysts. The Company keeps individual shareholders informed of developments through Regulatory News Announcements, podcasts, and through the Company's own website. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting.
The Board recognises that the Group's long-term success is reliant upon the efforts of its employees and the quality of its relationships with stakeholders. The Board has put in place a range of processes and systems to ensure close Board oversight and contact with its key resources and relationships.
Stakeholder Responsibilities
The Board will not only have their monthly board meetings; they will try to meet in person and schedule site visits together with the Company's advisor to ensure that procedures, resources, and controls are in place to ensure compliance with the Aquis Growth Market Access Rulebook. This ensures that the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company's Corporate Adviser.
Environmental and Social Responsibilities
With global efforts to combat climate change, we are committed to helping ensure a stable supply of precious metals to all pockets of our economy to steer the world away from less sustainable methods of metal production.
Majestic currently handles 30,000 tons of precious metals and non-ferrous metals-related recycled material every year. To reach our target by 2030, we need a 20% year-on-year growth. Achieving this will require more significant development on several fronts, such as logistics, technology, and warehousing expansion, to ensure capacity, compliance, and efficiency.
More specifically, to adhere to the ever-evolving environmental regulations, we will need to process locally at every location and enable collections at every site. This logistics in the collection will play an integral part in our 2030 strategy. Furthermore, our team is developing technological solutions to build a stronger material supplier experience and access to our facilities and representatives.
Managing and Mitigating Risk
Effective risk management is critical to the Company's success. The Board has carried out a robust assessment of the principal risks to achieving its strategic objectives. Initial risks were assessed at Admission to the Aquis Exchange, and the Board reviews risks on a regular basis to identify any changes in risk profiles and consider the optimal range of mitigation strategies.
The principal risks to achieving our strategic business objectives have been outlined above, together with their potential impact and the mitigation measures in place. The Board believes these risks to be currently the most significant and have the potential to impact our strategy, financial, and operational performance.
Peter Lai
Chairman & CEO
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.
PRINCIPAL ACTIVITY
The Company was engaged in information technology assets management and recovery including processing, re-sales, and recycling of metal scrap materials during the year.
DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.
DIRECTORS
The directors who have held office during the period from 1 January 2025 to the date of this report are as follows:
Peter Lai - appointed 10 February 2022
Joe Lee - appointed 21 February 2022
Christopher Neoh - appointed 21 February 2022
Larry Howick - appointed 21 February 2022
Andrew Male - appointed 05 September 2024 (resigned on 30 May 2025)
DIRECTORS' BIOGRAPHIES
Details of the directors' biographies are available on the Company website.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors, and the Financial Statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and then apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state that the financial statements comply with IFRS; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.
AUDITORS
The auditors, RPG Crouch Chapman LLP, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.
CORPORATE GOVERNANCE
The Board is committed to the highest standards of corporate governance and considers the Quoted Companies Alliance's Corporate Governance Code ("the QCA Code") to be the most appropriate framework to adopt. The Directors have adopted the QCA Code. Where the Board adopts a different path from the QCA Principles to the extent they consider it appropriate, having regard to the size and resources of the Group, an explanation is provided.
The updated QCA Code 2023 applies to periods commencing on or after 1 April 2024 and allows a 12 month transition period. For the current financial year, the Group continues to report against the 2018 QCA Code. The directors are reviewing the revised principles and intend to align the Group's governance disclosures with the QCA Code 2023 within the permitted timeframe.
The Group has appropriate corporate governance standards in place and the 10 principles in the QCA Code are applied within the group.
1. Establish a purpose, strategy and business model which promote long-term value for shareholders
2. Promote a corporate culture that is based on ethical values and behaviours
3. Seek to understand and meet shareholder needs and expectations
4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
6. Establish and maintain the board as a well-functioning, balanced team led by the chair
7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
9. Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
In his capacity as Chairman and CEO, Peter Lai has the responsibility for ensuring that the Group has appropriate corporate governance standards in place and the 10 principles in the QCA Code are applied within the Group as a whole. Given the size of the Company, the Board has decided not to appoint a separate Chairman, and such position is held by the CEO. The Board will keep this under review.
The Board
At the date of this report, the Board comprises two Executive Directors and two Non-Executive Directors:
Peter Lai Chairman and Chief Executive Officer - appointed 10 February 2022
Joe Lee Chief Financial Officer - appointed 21 February 2022
Christopher Neoh Non-Executive Director - appointed 21 February 2022
Larry Howick Non-Executive Director - appointed 21 February 2022
Directors' Interest in shares
The directors who held interests in the Company's share capital as of 31 December 2025 were as follows:
|
Name |
Number of Ordinary Shares held |
Percentage of Issued Share Capital |
|
Peter Lai
|
18,051,009 |
89.30% |
|
Larry Carter Howick
|
19,973 |
0.1% |
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Joe Lee
|
2,857 |
0.01% |
Directors' Remuneration
The remuneration of the Directors paid within the Majestic Group during the period is summarised below:
|
Name |
Fees and Salaries $ |
Pensions $ |
Total 2025 $ |
|
Peter Lai |
109,213 |
2,325 |
111,538 |
|
Joe Lee |
45,000 |
nil |
45,000 |
|
Chris Neoh |
45,000 |
nil |
45,000 |
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Larry Howick
|
12,500 |
nil |
12,500 |
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Andrew Male (resigned on 30 May 2025) |
35,000 |
nil |
35,000 |
The Chairman is responsible for overseeing the Board and the CEO is responsible for implementing the stated strategy of the Company and for its operational performance. It is the intention of the Company to appoint an independent non-executive Chairman at the appropriate time.
The Chairman is committed to ensuring that the Board comprises sufficient Non-Executive Directors to establish an independent oversight which is challenging and constructive in its operation. The Company ensures that the Non-Executive Directors are enabled to call on specialist external advice where necessary.
Directors are expected to attend Board and Committee meetings and to devote enough time to the Company and its business to fulfil their duties as Directors.
Board Meetings
The Board meets on a regular basis throughout the calendar year and as required on an ad hoc basis with a mandate to consider strategy, operational and financial performance, and internal controls. In advance of each meeting, the Chairman sets the agenda, with the assistance of the Company Secretary. Directors are provided with appropriate and timely information, including board papers distributed in advance of the meetings. Those papers include reports from the executive team and other operational heads. Full minutes of each meeting are produced, including a log of actions to be taken. Key decisions and feedback from the Board will be communicated on a timely basis to the relevant heads of department and to those responsible for implementing them.
|
Director |
Position |
Board |
Committee |
||
|
|
|
Max possible attendance |
Meeting attended |
Audit |
Remuneration |
|
Peter Lai |
Chairman and Chief Executive Officer |
10 |
10 |
N/A |
N/A |
|
Joe Lee |
Chief Financial Officer |
10 |
10| |
N/A |
N/A |
|
Christopher Neoh |
Non-Executive Director |
10 |
10 |
1 |
1 |
|
Larry Howick |
Non-Executive Director |
10 |
8 |
1 |
1 |
|
Andrew Male |
Non-Executive Director |
4 |
4 |
N/A |
N/A |
Committees
The Board has in place Audit and Remuneration Committees, which comply with the stated terms of reference for each committee.
Audit Committee
The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee is chaired by Christopher Neoh and its other member is Larry Howick. The Audit and Risk Committee meet at least once a year and is responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes.
Remuneration Committee
The Remuneration Committee is chaired by Christopher Neoh and its other member is Larry Howick. The Remuneration Committee meets at least once a year and has responsibility for determining, within agreed terms of reference, the Company's policy on remuneration of senior executives and specific remuneration packages for executive directors and the Chairman, including pension rights and compensation payments. The remuneration of non-executive directors is a matter for the Board. No director may be involved in any discussions as to their own remuneration.
Financial Controls and Reporting Procedures
The Directors and have established financial controls and reporting procedures, taking into consideration the multi-jurisdictional nature of the business which are considered appropriate given the size and structure of the Company. The Directors will continue to review these processes and procedures as the Company develops.
Financial Instruments Risk
Financial instruments of the Company include the trade and other receivables, trade and other payables, inventories, taxation, and foreign currencies.
Foreign currency transactions during the period are translated into United States Dollars at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into United States Dollars at the market rates of exchange ruling at the reporting date. Exchange gains and losses on foreign currency translation are dealt with in the statement of income and retained earnings
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company undertakes most of the transactions denominated in United States Dollar with few transactions denominated in Euro and GBP. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The Company's sensitivity to a 5% increase and decrease in Euro and GBP against United States Dollar is as follows:
|
|
2025 |
2024 |
|
|
EUR |
|
|
|
|
5% increase effect on profit for the year |
|
(117,327) |
(190,373) |
|
5% decrease effect on profit for the year |
|
117,327 |
190,373 |
|
GBP |
|
|
|
|
5% increase effect on profit for the year |
|
(43,159) |
(40,340) |
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5% decrease effect on profit for the year |
|
43,159 |
40,340 |
The Directors will continue to monitor and review the risk.
Peter Lai
Chairman & CEO
Independent auditor's report to the members of Majestic Corporation Plc
Opinion on the financial statements
We have audited the financial statements of Majestic Corporation Plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated statement of comprehensive income, Consolidated statement of financial position, Consolidated statement of changes in equity, Consolidated and company statement of cashflows, Company statement of financial position, Company statement of changes in equity and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS).
In our opinion:
• the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting included:
· Analysing management's and the Directors' cash flow forecast which forms the basis of their assessment that the going concern basis of preparation remains appropriate for the preparation of the Group and Company financial statements for a period of at least twelve months from the date of approval of these financial statements;
· Testing the integrity of the cash flow model;
· Comparing the revenue, costs and results included in the model for each segment compared to actuals achieved in the year and post-year end performance;
· Sensitising the cash flows for changes in key assumptions and considering impact on headroom; and
· Reviewing and considering the adequacy of the disclosure within the financial statements relating to the Directors' assessment of the going concern basis of preparation.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
|
Key audit matters |
|
|||||||||
|
Materiality |
Group financial statements as a whole
$760K (2024: $990k) based on 2% (2024: 2%) of revenue.
|
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and the Group's system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
From the above risk assessment and planning procedures, we determined which of the Group's components were likely to include risks of material misstatement relevant to the Group's financial statements. We then determined the type of procedures to be performed at these components, and the extent to which component auditors were required to be involved.
As part of performing our Group audit, we have determined the components in scope as follows:
|
|
Component Name |
Entity |
Group Audit Scope |
|
1 |
Plc |
Majestic Corporation Plc |
Procedures on the entire financial information of the component |
|
2 |
HK |
Majestic Corporation Limited |
Procedures on the entire financial information of the component |
|
3 |
BVI |
Majestic Materials Corporation |
Procedures on the entire financial information of the component |
|
4 |
TeleCycle |
TeleCycle Europe Limited |
Procedures on the entire financial information of the component |
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence. These further audit procedures included:
· procedures on the entire financial information of the component, including performing substantive procedures and tests of operating effectiveness of controls
· procedures on one or more classes of transactions, account balances or disclosures
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that included the following.
An impairment review of the investment held within the parent company was carried out. This was performed by obtaining the client's discounted forecast for the new subsidiary and reviewing this. We also agreed the initial cost of investment to the relevant SPA. This then linked to our review of goodwill, which was carried out at the group level.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of controls and similarity of the group's activities and business lines in relation to sales, purchases and other processes. We therefore designed and performed procedures centrally in these areas.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform this work. These resources included component auditors, who formed part of the group engagement team as reported above. As Group auditor we are solely responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the significant areas of the group audit relevant to the components based on our assessment of the group risks of material misstatement. We issued our group audit instructions to component auditors on the nature and extent of their participation and role in the group audit, and on the group risks of material misstatement.
We directed, supervised and reviewed the component auditors' work. This included reviewing component auditor documentation remotely and evaluating the appropriateness of the audit procedures performed and the results thereof.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Key audit matter |
How the scope of our audit addressed the key audit matter |
|
|
Valuation of inventory Note 11
|
Valuation of inventory is a key area for the audit given that the business at any one time holds large amounts of inventory, $19.5m at 31 December 2025.
|
We have performed the following procedures in order to address this matter: • Reviewing accounting treatment of valuation of inventory in line with IFRS accounting standards; • Considering the cost recorded of the inventory vs the NRV amount; • Reviewing the Group's inventory processing systems and the Group's provisioning model; • Reviewing the component auditors stock take attendance report and consider their work with regard to the above also for Majestic Corporation Ltd and Majestic Materials Corporation; and • Attending a stocktake for Teleycle Europe Ltd on 30 January 2025, and performing roll-back procedures over this in order to gain assurance of the year-end position.
Key observations: We found no material misstatements in relation to the valuation of inventory held at 31 December 2025.
|
|
Revenue recognition Note 3
|
There is a presumption under ISA (UK) 240 that there are risks of fraud in revenue recognition and therefore auditors must evaluate which types of revenue, revenue transactions or assertions give rise to such risks. Per the accounting policy revenue is recognised when control of the goods have been transferred to the customer's specific location.
|
We have performed the following procedures in order to address this matter: • Reviewing the accounting policies adopted and ensuring these are in accordance with IFRS; • Confirming revenue has been recognised in accordance with the accounting policies; • Tests of detail confirming completeness and cut off; • Performing analytical procedures on monthly fluctuations on revenue; and • Reviewing the component auditors work with considerations to the above for the audit work performed on Majestic Corporation Ltd and Majestic Materials Corporation;
Key observations: We found no material misstatements in relation to revenue recognition in the year.
|
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
|
|
Group financial statements |
Parent company financial statements |
|||
|
|
2025 $k |
2024 $k |
2025 $k |
2024 $k |
|
|
Materiality |
760 |
900 |
55 |
5 |
|
|
Basis for determining materiality |
2% of revenue |
2% of gross assets |
|||
|
Rationale for the benchmark applied |
As a trading group, this is one of the key performance indicators for the group, and users of the financial statements are likely to be most interested in the revenue year-on-year as a parameter for the group's performance. |
The parent company is the only entity that comprises mainly of current assets. This entity does not trade. The primary measure to shareholders in assessing the performance of the entity is the value of the assets being cash and investments. |
|||
|
Performance materiality |
684
|
810 |
49.5 |
4.5 |
|
|
Basis for determining performance materiality |
90% |
90% |
|||
|
Rationale for the percentage applied for performance materiality |
The percentages applied reflected our assessment of aggregation risk, the nature of the Group's operations, and our expectation of the level of misstatement based on our risk assessment. |
The percentages applied reflected our assessment of aggregation risk, the nature of the Group's operations, and our expectation of the level of misstatement based on our risk assessment. |
|||
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group. Component performance materiality ranged from $112.5k to $513k (2024 $750k).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $38k (2024: $45k). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the document entitled annual report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
|
Strategic report and Directors' report
|
In our opinion, based on the work undertaken in the course of the audit: · the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and · the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
|
|
Matters on which we are required to report by exception
|
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or · the Parent Company financial statements are not in agreement with the accounting records and returns; or · certain disclosures of Directors' remuneration specified by law are not made; or · we have not received all the information and explanations we require for our audit.
In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report.
|
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement[1], the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Group and the industry in which it operates;
· Discussion with management and those charged with governance;
· Obtaining an understanding of the Group's policies and procedures regarding compliance with laws and regulations.
we considered the significant laws and regulations to be the applicable accounting framework, UK tax legislation and Listing Rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislations..
Our procedures in respect of the above included:
· Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
· Review of financial statement disclosures and agreeing to supporting documentation;
· Review of legal expenditure accounts to understand the nature of expenditure incurred; and
· Review of RNS announcements
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management and those charged with governance [also considered Audit Committee, internal audit] regarding any known or suspected instances of fraud;
· Obtaining an understanding of the Group's policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
· Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
· Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
· Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
· Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override of controls.
Our procedures in respect of the above included:
· Enquiring with management and those charged with governance regarding any known or suspected instances of fraud;
· Reviewing minutes of meetings of those charged with governance for any known or suspected instances of fraud;
· Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
· Assessing significant estimates made by management for bias; and
· Performing substantive testing where required.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including component auditors, who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component auditors, we also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Mohammad Sakib ACA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditor
40 Gracechurch Street
London
EC3V 0BT
Date: 26 June 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
2025 |
|
|
|
2024 |
|
|
|
Notes |
|
$ |
|
|
|
$ |
|
|
CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
Revenue |
3 |
|
38,208,572 |
|
|
|
49,292,716 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
(34,756,003) |
|
|
|
(47,163,943) |
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
3,452,569 |
|
|
|
2,128,773 |
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income |
|
|
171,681 |
|
|
|
113,138 |
|
|
Administrative expenses |
|
|
(2,075,563) |
|
|
|
(1,078,405) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
|
1,548,687 |
|
|
|
1,163,506 |
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
5 |
|
(203,707) |
|
|
|
(159,117) |
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
5 |
|
4,054 |
|
|
|
2,272 |
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE INCOME TAX |
6 |
|
1,349,034 |
|
|
|
1,006,661 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax |
7 |
|
- |
|
|
|
(123,493) |
|
|
|
|
|
|
|
|
|
|
|
|
PROFIT FOR THE YEAR |
|
|
1,349,034 |
|
|
|
883,168 |
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
|
|
1,349,034 |
|
|
|
883,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the parent |
|
|
1,349,034 |
|
|
|
883,168 |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
Owners of the parent |
|
|
1,349,034 |
|
|
|
883,168 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share expressed. |
|
|
|
|
|
|
|
|
|
in pence per share: |
9 |
|
|
|
|
|
|
|
|
Basic |
|
|
6.67 |
|
|
|
4.42 |
|
|
Diluted |
|
|
6.67 |
|
|
|
4.42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
2025 |
|
|
|
2024 |
|
|
|
Notes |
|
$ |
|
|
|
$ |
|
|
FIXED ASSETS |
11 |
|
928,564 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
GOODWILL |
20 |
|
2,457,080 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Inventories |
12 |
|
19,546,450 |
|
|
|
16,252,406 |
|
|
Trade and other receivables |
13 |
|
5,141,692 |
|
|
|
5,450,212 |
|
|
Tax receivable |
|
|
95,652 |
|
|
|
33,851 |
|
|
Cash and cash equivalents |
14 |
|
1,350,082 |
|
|
|
1,479,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,133,876 |
|
|
|
23,215,876 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
29,519,520 |
|
|
|
23,215,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
Called up share capital |
15 |
|
137,387 |
|
|
|
135,919 |
|
|
Share premium |
16 |
|
636,637 |
|
|
|
403,217 |
|
|
Capital reserve |
16 |
|
4,767,431 |
|
|
|
4,767,431 |
|
|
Merger reserves |
16 |
|
(44,525) |
|
|
|
(44,525) |
|
|
Foreign currency reserve |
16 |
|
(44,787) |
|
|
|
(36,917) |
|
|
Retained earnings |
16 |
|
4,653,723) |
|
|
|
3,304,689 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
10,105,866 |
|
|
|
8,529,814 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Trade and other payables |
17 |
|
16,289,718 |
|
|
|
11,845,599 |
|
|
Financial liabilities - borrowings |
|
|
|
|
|
|
|
|
|
Interest bearing loans and borrowings |
21 |
|
2,531,005 |
|
|
|
2,840,463 |
|
|
Tax payable |
|
|
45,109 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,865,832 |
|
|
|
14,686,062 |
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Interest bearing loans and borrowings |
21 |
|
547,822 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
19,413,654 |
|
|
|
14,686,062 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
|
29,519,520 |
|
|
|
23,215,876 |
|
|
|
|
|
|
|
|
|
|
|
Company registration number: 13795187
The accompanying notes are an integral part of these financial statements
The financial statements were approved by the Board of Directors and authorised for issue on 26/06/2026 and were signed on its behalf by:
Peter Lai - Director
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Notes |
|
2025 |
|
|
|
2024 |
|
|
|
|
$ |
|
|
|
$ |
|
ASSETS |
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
|
|
Investments |
10 |
|
2,708,727 |
|
|
|
40,727 |
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Trade and other receivables |
13 |
|
32,148 |
|
|
|
- |
|
Cash and cash equivalents |
14 |
|
28,477 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,625 |
|
|
|
980 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
2,769,35 |
|
|
|
41,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Called up share capital |
15 |
|
137,387 |
|
|
|
135,919 |
|
Share premium |
16 |
|
636,637 |
|
|
|
403,217 |
|
Other reserves |
16 |
|
(44,112) |
|
|
|
(41,982) |
|
Retained earnings |
16 |
|
(736,085) |
|
|
|
(602,374) |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
(6,173) |
|
|
|
(105,220) |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
Other payables |
17 |
|
2,775,525 |
|
|
|
146,927 |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
|
2,769,352 |
|
|
|
41,707 |
|
|
|
|
|
|
|
|
|
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was $133,711 (2024:$60,294).
The financial statements were approved by the Board of Directors and authorised for issue on 26/06/2026 and were signed on its behalf by:
Peter Lai - Director
Company registration number: 13795187
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Called up share capital |
|
Retained earnings |
|
Share premium |
|
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
135,919 |
|
2,421,521 |
|
403,217 |
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
Issue of share capital |
- |
|
- |
|
- |
|
Bonus issue |
- |
|
- |
|
- |
|
Total comprehensive income |
- |
|
883,168 |
|
- |
|
|
|
|
|
|
|
|
Balance at 31 December 2024 |
135,919 |
|
3,304,689 |
|
403,217 |
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
Issue of share capital |
1,468 |
|
- |
|
233,420 |
|
Total comprehensive income |
- |
|
1,349,034 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2025 |
137,387 |
|
4,653,723 |
|
636,637 |
|
|
|
|
|
|
|
|
|
Capital reserve |
|
Merger reserve |
|
Foreign currency reserves |
|
Total equity |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
4,767,431 |
|
(44,525) |
|
(38,403) |
|
7,645,160 |
|
|
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
|
Issue of share capital |
- |
|
- |
|
- |
|
- |
|
Bonus issue |
|
|
- |
|
- |
|
- |
|
Total comprehensive income |
- |
|
- |
|
1,486 |
|
884,654 |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2024 |
4,767,431 |
|
(44,525) |
|
(36,917) |
|
8,529,814 |
|
|
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
|
Issue of share capital |
- |
|
- |
|
- |
|
234,888 |
|
Total comprehensive income |
- |
|
- |
|
(7,870) |
|
1,341,164 |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2025 |
4,767,431 |
|
(44,525) |
|
(44,787) |
|
10,105,866 |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Called up share capital |
|
Retained earnings |
|
Share premium |
|
Foreign currency reserves |
|
Total equity |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
Balance at 1 January 2024 |
135,919 |
|
(542,080) |
|
403,217 |
|
(43,471) |
|
(46,415) |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
- |
|
(60,294) |
|
- |
|
1,489 |
|
(58,805) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2024 |
135,919 |
|
(602,374) |
|
403,217 |
|
(41,982) |
|
(105,220) |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
1,468 |
|
- |
|
233,420 |
|
- |
|
234,888 |
|
Total comprehensive income |
- |
|
(133,711) |
|
- |
|
(2,130) |
|
(135,841) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2025 |
137,387 |
|
(736,085) |
|
636,637 |
|
(44,112) |
|
(6,173) |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
2025 |
|
2024 |
|
CONSOLIDATED |
Notes |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
Cash generated from operations |
1 |
|
2,970,422 |
|
(171,200) |
|
Tax paid |
|
|
(61,465) |
|
(200,558) |
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
2,908,957 |
|
(371,758) |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Acquisition of a subsidiary - consideration |
|
|
(2,668,000) |
|
- |
|
Acquisition of a subsidiary - cash acquired |
|
|
177,872 |
|
- |
|
Acquisition of fixed assets |
|
|
(154,058) |
|
- |
|
Interest received |
|
|
4,054 |
|
2,272 |
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
(2,640,576) |
|
2,272 |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
(Repayment)/withdrawal of import loans |
|
|
(446,102) |
|
1,444,986 |
|
Lease liability principal payment |
|
|
(78,103) |
|
- |
|
Payment of finance costs |
|
|
(203,707) |
|
(159,117) |
|
Amount repaid/(paid) to directors |
|
|
95,318 |
|
(89,734) |
|
Share issue |
|
|
234,888 |
|
- |
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
(397,706) |
|
1,196,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
|
(129,325) |
|
826,649 |
|
Cash and cash equivalents at beginning of year |
2 |
|
1,479,407 |
|
652,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
2 |
|
1,350,082 |
|
1,479,407 |
|
|
|
|
|
|
|
|
COMPANY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
1 |
|
2,460,609 |
|
2,244 |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Acquisition of a subsidiary |
|
|
(2,668,000) |
|
- |
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
(2,668,000) |
|
- |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Share issue |
|
|
234,888 |
|
(1,267) |
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
234,888 |
|
(1,267) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
|
27,497 |
|
977 |
|
Cash and cash equivalents at beginning of year |
2 |
|
980 |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
2 |
|
28,477 |
|
980 |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
NOTES TO THE CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
1. |
RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
|
||||
|
|
|
2025 |
|
2024 |
||
|
|
|
$ |
|
$ |
||
|
Group |
|
|
|
|
||
|
Profit before income tax |
|
1,349,034 |
|
1,006,661 |
||
|
Depreciation |
|
43,861 |
|
|
||
|
Foreign exchange |
|
(7,870) |
|
1,486 |
||
|
Finance costs |
|
203,707 |
|
159,117 |
||
|
Finance income |
|
(4,054) |
|
(2,272) |
||
|
|
|
|
|
|
||
|
|
|
1,584,678 |
|
1,164,992 |
||
|
Increase in inventories |
|
(2,452,685) |
|
(1,106,652) |
||
|
Increase in trade and other receivables |
|
(593,848) |
|
(1,272,641) |
||
|
Increase in trade and other payables |
|
4,432,277 |
|
1,043,101 |
||
|
|
|
|
|
|
||
|
Cash generated from operations |
|
2,970,422 |
|
(171,200) |
||
|
|
|
|
|
|
||
|
Company |
|
|
|
|
||
|
|
|
|
|
|
||
|
Profit/(Loss) before income tax |
|
(133,711) |
|
(60,294) |
||
|
Foreign exchange |
|
(2,130) |
|
1,489 |
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
(135,841) |
|
(58,805) |
||
|
Increase in other payables |
|
2,628,598 |
|
61,049 |
||
|
Increase in trade and other receivables |
|
(32,148) |
|
- |
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
Cash generated from operations |
|
2,460,609 |
|
2,244 |
||
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:
|
Year ended 31 December 2025 |
|
|
|
|
|
|
|
31.12.25 |
|
1.1.25 |
|
|
|
$ |
|
$ |
|
Cash and cash equivalents |
|
|
|
|
|
Group |
|
1,350,082 |
|
1,479,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
28,477 |
|
980 |
|
|
|
|
|
|
|
Year ended 31 December 2024 |
|
|
|
|
|
|
|
31.12.24 |
|
1.1.24 |
|
|
|
$ |
|
$ |
|
Cash and cash equivalents |
|
|
|
|
|
Group |
|
1,479,407 |
|
652,758 |
|
|
|
|
|
|
|
Company |
|
980 |
|
3 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1. STATUTORY INFORMATION
Majestic Corporation PLC is a public company, limited by shares, and incorporated and domiciled in the United Kingdom. The company has its listing on the Aquis Growth Market with the ticker MCJ, and OTCQB: MCJCF.
The address of its registered office and the principal place of business are located at Unit 15 Drome Road, Deeside Industrial Park, Deeside, Wales, CH5 2NY.
The financial statements are presented in United States Dollars (USD).
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.
On 8 March 2022, the Company acquired the entire shareholding of Majestic Corporation Limited via a share-for-share exchange. The insertion of the Company on top of the existing Majestic Corporation Group does not constitute a business combination under IFRS 3 Business Combinations. This transaction has been deemed to be an acquisition in line with guidance from the Interpretations Committee (IFRIC) and as such the consolidated accounts for the Group are treated as a continuation of the consolidated accounts of the Majestic Corporation Group.
Under the principles of continuation accounting the consolidated financial statement of the newly formed Group must reflect:
-The assets and liabilities of the Majestic Corporation Group at pre-combination carrying amounts;
-The retained earnings and other equity balances of the Majestic Corporation Group at pre-combination carrying amounts;
-The assets and liabilities of the Company at fair value;
-The share capital of the Company;
The year ended 31 December 2025 consolidated financial statements of the Group are the fourth set of consolidated financial statements for the newly formed Group. The year 2022 has been presented as a continuation of the former Majestic Corporation Limited Group on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented, being 1 January 2022. The consolidated reserves of the Group have been adjusted in 2022 following the share-for-share exchange to reflect the share capital of the Company with the difference giving rise to a merger reserve
Going concern
The directors have considered the working capital requirements of the company and the group for a period of at least 12 months from the date of signing of these financial statements. The directors consider the operations of the company and the group to be ongoing with reasonable expectations that they have adequate resources to continue in operational existence for the foreseeable future. On this basis the directors consider it appropriate to prepare the financial statements on the going concern basis.
Basis of consolidation
The Group financial statements consolidate the results of Majestic Corporation Plc and its subsidiaries undertaking for the year ended 31 December 2025.
The financial statements of subsidiaries are prepared for the same reporting years using consistent accounting policies. All intercompany transactions and balances, including unrealised profits arising from intra-group transactions, have been eliminated on consolidation.
Adoption of new and revised standards
i) New standards, interpretations and amendments effective from 1 January 2025
There are no new standards which have had a material impact in the annual financial statements for the year ended 31 December 2025.
ii) New standards, interpretations and amendments not yet effective.
The following new and revised IFRS Accounting standards have not been endorsed for use in the EU yet and could not therefore be adopted by the group: (The effective dates stated below are for IFRS as issued by IASB. EU is expected to approve the amendments with the same effective dates.)
|
IFRS 18 |
Presentation and Disclosures in Financial Statements |
Effective from 1.1.2027 |
|
IFRS 19 |
Subsidiaries without Public Accountability: Disclosures Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures |
Effective from 1.1.2027 |
|
|
Amendments to the Classification and Measurement of Financial Instruments |
Effective from 1.1.2026
|
Revenue recognition
Revenue from the sales of goods is recognised when control of the goods has transferred, being when the goods have been shipped to the customer's specific location. Following delivery, the customer has full discretion over the usage of the goods, has the primary responsibility when on selling the goods and bears the risks in relation to the goods. A receivable is recognised by the Group when the goods are delivered to the customers as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due. The performance obligation is considered to be met when the goods are delivered to customers and the revenue is recognised at this point in time. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Interest income is recognised as other income as it accrues using the effective interest method.
Tolling charges are expensed as incurred.
Cash and cash equivalents
Cash and cash equivalents include demand deposits and other short-term highly liquid investments with original maturities of three months or less.
Financial instruments
Trade and other receivables
Trade and other receivables are stated at estimated realisable value after each debt has been considered individually. Where the payment of a debt becomes doubtful a provision is made and charged to the income statement.
Trade and other payables
Trade and other payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Property, plant and equipment
Property, plant and equipment comprise owned assets and right-of-use assets recognized under lease arrangements. Owned assets are carried at cost less accumulated depreciation and impairment losses.
The company applies IFRS 16 Leases, accordingly a right of use asset and lease liability is recognised on the statement of financial position, initially measured at the present value of future lease payments. Depreciation of right-of-use assets and interest on lease liabilities are recognised in the statement of comprehensive income.
Depreciation
Depreciation of owned assets is charged so as to write off the cost less their residual values over the following useful lives, using the reducing balance method. Depreciation is provided on the following basis:
Fixtures, fittings and Computer equipment 25%
Motor vehicle 20%
Depreciation of the right-of-use asset is recognised at the commencement date of the lease and charged on a straight-line basis over the lease term of 5 years.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Goodwill
Goodwill arising on business combinations is recognised as an intangible asset at the acquisition date and represents the excess of the consideration transferred over the Group's share of the fair value of identifiable net assets acquired.
Goodwill is not amortised but is instead tested for impairment annually, or more frequently if events or changes in circumstances indicate that it may be impaired. For the purposes of impairment testing, goodwill is allocated to cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the combination. Each CGU represents the lowest level within the Group at which goodwill is monitored for internal management purposes and is not larger than an operating segment as defined by IFRS 8.
The recoverable amount of each CGU is determined as the higher of value in use and fair value less costs of disposal. Value in use calculations are based on discounted cash flow projections derived from the Group's approved budgets and forecasts, typically covering a period of 3 years, with a terminal value applied thereafter. Key assumptions used in the impairment assessment include forecast revenue growth, operating margins and discount rates, which reflect current market assessments of the time value of money and risks specific to the CGU.
An impairment loss is recognised immediately in profit or loss to the extent that the carrying amount of the CGU (including allocated goodwill) exceeds its recoverable amount. Impairment losses relating to goodwill are not subsequently reversed.
At each reporting date, the Group assesses whether there is any indication that goodwill may be impaired, considering both external and internal sources of information.
Inventories
Inventories are stated at the lower of cost and net realisable value. In arriving at net realisable value an allowance has been made for deterioration and obsolescence.
Goods in transit
The risk and reward of the inventory transfers to customers once they have issued an analysis report confirming shipment has been accepted.
Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.
Foreign currencies
The financial statements are presented in United State Dollars, which is the functional currency. Foreign currency transactions during the period are translated into United States Dollars at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into
United States Dollars at the market rates of exchange ruling at the reporting date. Exchange gains and losses on foreign currency translation are dealt with in the statement of income and retained earnings.
3. REVENUE
Turnover represents the amounts received and receivables for goods sold to the customers.
Turnover and other income recognised during the year are as follows:
|
Turnover |
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Sales Income |
|
38,208,572 |
|
49,292,716 |
|
|
|
|
|
|
|
Other income |
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Interest income |
|
4,054 |
|
2,272 |
|
Exchange gain |
|
171,681 |
|
113,138 |
|
|
|
|
|
|
|
|
|
175,735 |
|
115,410 |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
Japan |
|
30,566,858 |
|
39,434,173 |
|
China and Malaysia |
|
7,641,714 |
|
9,858,543 |
|
|
|
|
|
|
|
|
|
38,208,572 |
|
49,292,716 |
|
|
|
|
|
|
4. EMPLOYEES AND DIRECTORS
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
Wages and salaries |
|
$ |
|
$ |
|
Social security costs |
|
243,309 |
|
138,000 |
|
Pension costs |
|
14,738 |
|
- |
|
|
|
8,966 |
|
5,381 |
|
|
|
|
|
|
|
|
|
267,013 |
|
143,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
|
Office and management |
|
11 |
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Directors' remuneration |
|
241,538 |
|
209,231 |
|
|
|
|
|
|
5. NET FINANCE COSTS
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Finance income: |
|
|
|
|
|
Deposit account interest |
|
4,054 |
|
2,272 |
|
|
|
|
|
|
|
Finance costs: |
|
|
|
|
|
Bank loan interest |
|
186,524 |
|
138,569 |
|
Arrangement fees |
|
7,217 |
|
20,548 |
|
Lease interest |
|
9,966 |
|
- |
|
|
|
|
|
|
|
|
|
203,707 |
|
159,117 |
|
|
|
|
|
|
|
Net finance costs |
|
199,653 |
|
156,845 |
|
|
|
|
|
|
6. PROFIT BEFORE INCOME TAX
The profit before income tax is stated after charging/(crediting):
|
|
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Cost of inventories recognised as expense |
|
34,756,003 |
|
47,163,943 |
|
Foreign exchange differences |
|
321,883 |
|
24,901 |
|
|
|
|
|
|
|
Audit and other professional fees |
|
87,951 |
|
70,406 |
|
|
Note In FY25, audit fee of $51,072 (2024:$ 34,187) paid to RPG Crouch Chapman LLP Auditors for the audit of the group financial statements. |
||||
|
|
RPG Crouch Chapman LLP Auditors did not provide any other services other than stated above. Paid to Hong Kong auditors for the audit of the subsidiary in accordance with Hong Kong regulations 2024 - $37,690 (2024: $35,991). |
||||
|
|
|
|
|
|
|
7. INCOME TAX
|
Analysis of tax expense |
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Current tax: |
|
|
|
|
|
Tax |
|
- |
|
123,493 |
|
|
|
|
|
|
|
Total tax expense in consolidated statement of comprehensive income |
|
- |
|
123,493 |
|
|
|
|
|
|
Factors affecting the tax expense
No Hong Kong and UK Profit Tax has been provided as the Companies did not generate any assessable profit
during the year. Taxation is reconciled to profit before taxation in the statement of profit or loss and other comprehensive income as follows:
|
|
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Profit before income tax |
|
1,349,034 |
|
1,066,661 |
|
|
|
|
|
|
|
Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) |
|
337,259 |
|
251,665 |
|
|
|
|
|
|
|
Effects of: |
|
|
|
|
|
Difference in overseas tax rate |
|
(950,710) |
|
(121,603) |
|
Tax effect of tax reduction due to two-tiered rates |
|
- |
|
(21,144) |
|
Tax effect of tax rebate |
|
- |
|
(192) |
|
Tax effect of non-deductible expenses for tax purpose |
|
- |
|
15,074 |
|
Tax effect of non-taxable income for tax purpose |
|
(46) |
|
(307) |
|
Tax effect of tax losses and temporary difference not recognised |
|
613,497 |
|
- |
|
|
|
|
|
|
|
Tax expense |
|
- |
|
123,493 |
|
|
|
|
|
|
8. PROFIT OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was $133,711 (2023 - $60,294).
9. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
|
|
|
2025 |
||||
|
|
|
Earnings |
|
Weighted average number of shares |
|
Per-share amount |
|
|
|
$ |
|
|
|
pence |
|
Basic EPS |
|
|
|
|
|
|
|
Earnings attributable to ordinary shareholders |
|
1,349,034 |
|
20,214,002 |
|
6.67 |
|
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
Adjusted earnings |
|
1,349,034 |
|
20,214,002 |
|
6.67 |
|
|
|
|
|
|
|
|
|
|
|
2024 |
||||
|
|
|
Earnings |
|
Weighted average number of shares |
|
Per-share amount |
|
|
|
$ |
|
|
|
pence |
|
Basic EPS |
|
|
|
|
|
|
|
Earnings attributable to ordinary shareholders |
|
883,168 |
|
20,000,000 |
|
4.42 |
|
Effect of dilutive securities |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
Adjusted earnings |
|
883,168 |
|
20,000,000 |
|
4.42 |
|
|
|
|
|
|
|
|
10. INVESTMENTS
|
Company |
|
|
|
|
|
|
|
Unlisted investments |
|
|
|
|
$ |
|
COST |
|
|
|
|
|
|
|
|
|
At 1 January 2025 |
|
|
40,727 |
|
|
|
|
|
|
Additions |
|
|
2,668,000 |
|
|
|
|
|
|
At 31 December 2025 |
|
|
2,708,727 |
|
|
|
|
|
|
NET BOOK VALUE |
|
|
|
|
At 31 December 2024 |
|
|
40,727 |
|
|
|
|
|
At the reporting date the Company had the following investments in subsidiaries and indirect subsidiary whose registered office is situated at Room 2401 24/F Dominion Centre, No. 43-59 Queen's Road East, Wan Chai, Hong Kong, Unit 15 Drome Road, Deeside Industrial Park, Deeside, England, CH5 2NY, and Intershore Chambers, Road Town, Tortola, British Virgin Islands.
|
Subsidiary/ indirect subsidiary |
Country of incorporation |
Class of shares |
Percentage of shares held |
|
|
Majestic Corporation Limited |
Hong Kong |
Ordinary |
100% |
|
|
Majestic Materials Solutions Ltd (dissolved on 21 Apr 2026) |
England |
Ordinary |
100% |
|
|
Majestic Materials Corporation |
British Virgin Islands |
Ordinary |
100% |
|
|
TeleCycle Europe Limited |
England |
Ordinary |
100% |
|
TeleCycle Europe Limited will take advantage of the audit exemption relating to parent company guarantee set within section 479A of the Companies Act 2006 for the year ended 31 December 2025.
11. FIXED ASSETS
|
|
|
Fixtures fittings and equipment $ |
Motor Vehicle $ |
Right-of-use Asset $ |
Total $ |
|
|
Cost |
|
|
|
|
|
|
At 01 January 2025 |
- |
- |
- |
- |
|
|
Additions subsidiary acquired |
63,938 |
37,175 |
- |
101,113 |
|
|
Additions |
154,502 |
- |
762,569 |
917,071 |
|
|
At 31 December 2025 |
218,440 |
37,175 |
762,569 |
101,8184 |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
At 01 January 2025 |
- |
- |
- |
- |
|
|
Additions subsidiary acquired |
30,790 |
14,969 |
- |
45,759 |
|
|
Charge for the year |
6,027 |
3,172 |
34,662 |
43,861 |
|
|
At 31 December 2025 |
36,817 |
18,141 |
34,662 |
89,620 |
|
|
|
|
|
|
|
|
|
Carry amount |
|
|
|
|
|
|
At 01 January 2025 |
- |
- |
- |
- |
|
|
At 31 December 2025 |
181,623 |
19,034 |
727,907 |
928,564 |
12. INVENTORIES
|
Inventories comprise entirely of stock in trade. |
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
Inventory in warehouse |
|
4,081,454 |
|
4,571,955 |
|
Inventory in transit |
|
15,464,996 |
|
11,680,451 |
|
|
|
|
|
|
|
|
|
19,546,450 |
|
16,252,406 |
|
|
|
|
|
|
13. TRADE AND OTHER RECEIVABLES
|
|
|
Group |
|
Company |
||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
Current: |
|
|
|
|
|
|
|
|
|
Trade receivables |
|
2,071,462 |
|
1,448,764 |
|
- |
|
- |
|
Amounts owed by group undertakings |
|
672,046 |
|
1,959,700 |
|
32,148 |
|
- |
|
Directors' loan accounts |
|
123,875 |
|
225,701 |
|
- |
|
- |
|
Prepayments and accrued income |
|
2,274,309 |
|
1,816,047 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,141,692 |
|
5,450,212 |
|
32,148 |
|
- |
|
|
|
|
|
|
|
|
|
|
The ageing analysis of the trade receivables, based on invoice dates, is as follows:
|
|
|
2024 |
|
2023 |
|
|
|
$ |
|
$ |
|
Within one month |
|
1,795,217 |
|
1,440,613 |
|
1 - 3 months |
|
235,390 |
|
8,151 |
|
Over 3 months |
|
40,855 |
|
- |
|
|
|
|
|
|
|
|
|
2,071,462 |
|
1,448,764 |
|
|
|
|
|
|
Trade receivables disclosed above include amounts which are past due at the end of the reporting period against which the Group has not recognized an allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts are recovered subsequent to the reporting date. The Group does not hold any collateral or other credit enhancements over these balances, nor does it have a legal right of offset against any amounts owed by the Group to the counterparty.
14. CASH AND CASH EQUIVALENTS
|
|
|
Group |
|
Company |
||||
|
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
Bank accounts |
|
1,350,082 |
|
1,479,407 |
|
28,477 |
|
980 |
|
|
|
|
|
|
|
|
|
|
15. CALLED UP SHARE CAPITAL
|
Allotted, issued and fully paid: |
|
|
|
|
||
|
Number: |
Class: |
|
Nominal |
2025 |
|
2024 |
|
|
|
|
Value: |
$ |
|
$ |
|
|
|
|
|
|
|
|
|
20,214,002 |
Ordinary |
|
£0.005 |
137,387 |
|
135,919 |
|
|
|
|
|
|
|
|
Ordinary shares have full rights in the company with respect to voting, dividends and distributions.
During the year, the Company issued 214,002 Ordinary shares for a total consideration of £171,202.
16. RESERVES
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings |
|
Share premium |
|
Capital reserve |
|
|
|
|
|
$ |
|
$ |
|
$ |
|
At 1 January 2025 |
|
|
|
3,304,689 |
|
403,217 |
|
4,767,431 |
|
Profit for the year |
|
|
|
1,349,034 |
|
- |
|
- |
|
Issue of share capital |
|
|
|
- |
|
233,420 |
|
- |
|
Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger reserve |
|
Foreign currency reserve |
|
Totals |
|
|
|
|
|
|
$ |
|
$ |
|
$ |
|
|
At 1 January 2025 |
|
|
|
(44,525) |
|
(36,917) |
|
8,393,895 |
|
|
Profit for the year |
|
|
|
- |
|
- |
|
1,349,034 |
|
|
Issue of share capital |
|
|
|
- |
|
- |
|
233,420 |
|
|
Foreign currency reserve |
|
|
|
- |
|
(7,870) |
|
(7,870) |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings |
|
Share premium |
|
Other reserves |
|
Totals |
|
|
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
At 1 January 2025 |
|
(602,374) |
|
403,217 |
|
(41,982) |
|
(241,139) |
|
|
Profit/(loss) for the year |
|
(133,711) |
|
- |
|
- |
|
(133,711) |
|
|
Issue of share capital |
|
- |
|
233,420 |
|
- |
|
233,420 |
|
|
Foreign currency reserve |
|
- |
|
- |
|
(2,130) |
|
(2,130) |
|
Nature and purpose of reserves
Foreign currency reserve
Exchange differences relating to the translation from the functional currencies of the Group's foreign subsidiaries into US dollar are accounted for by entries made directly to the foreign currency translation reserve.
Merger reserve
Included within the Merger Reserve is an amount of $44,525 arising on the share-for-share acquisition of Majestic Corporation Limited by Majestic Corporation Plc, the group reorganisation had taken place in February 2022.
The share-for-share exchange to reflect the share capital of the Company with the difference giving rise to a merger reserve. The reserve was created in accordance with IFRS 3 'Business Combinations'. Since the shareholders of Majestic Corporation Limited became the shareholders of the enlarged group, the acquisition is accounted for as though there is a continuation of the legal subsidiary's financial statements.
17. TRADE AND OTHER PAYABLES
|
|
Group |
|
Company |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
Current: |
|
|
|
|
|
|
|
|
Trade creditors |
8,668,886 |
|
7,492,197 |
|
- |
|
- |
|
Deposit received |
6,023,600 |
|
4,115,959 |
|
- |
|
- |
|
Other creditors |
252,041 |
|
- |
|
- |
|
- |
|
Accruals and deferred income |
1,345,191 |
|
237,443 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
16,289,718 |
|
11,845,599 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
The ageing analysis of the trade payables, based on invoice dates, is as follows:
|
|
2025 |
|
2024 |
|
Within one month |
$ 3,999,730 |
|
$ 3,275,058 |
|
1 - 3 months |
3,278,891 |
|
1,368,936 |
|
Over 3 months |
1,390,265 |
|
2,848,203 |
|
|
|
|
|
|
|
8,668,886 |
|
7,492,197 |
|
|
|
|
|
18. RELATED PARTY TRANSACTIONS AND BALANCES
|
|
Amount due from director/related companies of the group are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Amount to related companies of the group are as follows: |
|
|
|
Maximum amount outstanding during the year |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of companies |
Nature of transactions |
|
31,12,2025 |
|
31,12,2024 |
|
|
|
|
|
|
$ |
|
$ |
|
|
|
MC Asset Malaysia Sdn. Bhd. |
Tolling fee |
|
224,385 |
|
- |
|
224,385 |
|
MC Materials (Thailand) Co., Ltd |
Goods and services |
|
27,656 |
|
- |
|
28,224 |
|
Related companies Total |
|
|
252,041 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
For all the related companies, Lai Yu Pok Peter holds their directorships. The amounts are unsecured, interest free and receivable on demand, and no bad or provisions for doubtful debts related to the amounts of outstanding balances recognised during the period.
|
19. |
ULTIMATE CONTROLLING PARTY |
The ultimate controlling party was Peter Lai, a director and shareholder of the company.
|
20. |
ACQUISITION DISCLOSURE |
On 6 May 2025, Majestic Corporation Plc acquired 100% of the share capital of TeleCycle Europe Limited, a UK-based recycling business for a consideration of up to £2 million, payable in 13 monthly instalments of £150,000, commencing May 2025, with a final payment of £50,000 due in June 2026.
As Peter Lai is a Director and 89.30% shareholder of Majestic, as well as a Director and was the sole shareholder of TeleCycle, this Acquisition is considered a related party transaction under the Aquis Stock Exchange Rules.
The following summarizes the provisional fair values of assets acquired, and liabilities assumed at the acquisition date:
Fixed assets :US$55,354
Current assets :US$ 1,173,511
Current liabilities :US$ 1,017,945
Net assets :US$210,920
Goodwill arising from the acquisition, which is the excess of the purchase price over the fair value of net assets acquired.
Purchase price : US$2,668,000 (£2,000,000 exchange rate @1.3340)
Net assets acquired : US$210,920
Goodwill : US$2,457,080
Contribution to the group results
From the acquisition date to 31 December 2025, TeleCycle Europe Limited contributed:
Revenue : US$4,853,912
Profits after tax : US$74,089
|
21. |
FINANCIAL LIABILITIES - BORROWINGS |
IMPORT LOANS
The Company has obtained credit facilities from its bankers as secured by guarantees of the director and a related company. The loans are interest bearing at HIBOR+1.75% (2024: HIBOR+1.75%), TAIFX03 +1% and repayable in 180 days (2024: 180 days) from the drawdown date which has multiple repayment dates. The Company has also drawn the facility under the SME Financing Guarantee Scheme of HKMC Insurance Limited. It is secured by guarantees of the director, a related company and HKMC Insurance Limited. It is interest bearing at HIBOR+2.5% (2024: HIBOR+2.5%) and repayable in 180 days (2024: 180 days) from the drawdown date which has multiple repayment dates.
LEASE LIABILITY
Right-of-use assets
Entered into a lease agreement for a premises commencing on 10 Oct 2025 for a term of five years ending 09 October 2030. Lease payments of £32,500 are payable quarterly. The lease liability was measured using the company's incremental borrowing rate of 6%.
|
|
2025 |
|
2024 |
|
|
Within one year |
$ 136,644 |
|
$ - |
|
|
Between one and five years |
547,822 |
|
- |
|
|
|
|
|
|
|
|
|
648,466 |
|
- |
|
22. FINANCIAL RISK MANAGEMENT
Exposure to credit, liquidity, interest rate, foreign currency and equity price risks arises in the normal course of the Company's business, The Company's exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below.
a. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. In order to minimise credit risk, credit approvals and monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts.
In the opinion of the director, the Company does not have any significant credit risk.
b. Liquidity risk
Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. Ultimate responsibility for liquidity risk management rests with the board of director, which has established an appropriate liquidity risk management framework for management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
c. Equity price risk
The Company's director is of the opinion that the Company has no significant equity price risk.
d. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company draws loans to maintain stable cashflow. The loans are interest bearing at maximum of HIBOR+2.5% and TAIFX03+1%. 5% is the sensitivity rate used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates. The Company's sensitivity to a 5% increase and decrease in HIBOR/ TAIFX03 is as follow:
|
|
2025 |
2024 |
|
|
5% increase effect on profit for the year |
|
(4,334) |
(6,471) |
|
5% decrease effect on profit for the year |
|
4,334 |
6,471 |
e .Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company undertakes most of the transactions denominated in United States Dollar with few transactions denominated in Euro and GBP. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The Company's sensitivity to a 5% increase and decrease in Euro against United States Dollar is as follow:
|
|
2025 |
2024 |
|
|
EUR |
|
|
|
|
5% increase effect on profit for the year |
|
(117,327) |
(190,373) |
|
5% decrease effect on profit for the year |
|
117,327 |
190,373 |
|
|
|
|
|
|
GBP |
|
|
|
|
5% increase effect on profit for the year |
|
(43,159) |
(40,340) |
|
5% decrease effect on profit for the year |
|
43,159 |
40,340 |
|
23. |
CAPITAL MANAGEMENT |
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.
For the purposes of the Group's capital management, capital comprises total equity as presented in the consolidated statement of financial position. The Group also monitors net debt, defined as total borrowings less cash and cash equivalents.
The Group manages its capital structure through a combination of equity issuances, debt financing and cash flow management. The Board monitors capital based on information provided to key management personnel, including total equity and net debt levels.
There were no changes in the Group's approach to capital management during the year.
|
24. |
EVENTS AFTER BALANCE SHEET DATE |
In the director's opinion there were no significant post balance sheet events.
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